A continuous capacitance sensor was developed and an analog signal conditioner was evaluated to demonstrate the acceptability of these items for use in the space shuttle propellant loading system. An existing basic sensor concept was redesigned to provide capability for cryogenic operation, to improve performance, and to minimize production costs. Sensor development verification consisted of evaluation of sensor linearity, cryogenic performance, and stability during vibration. The signal conditioner evaluation consisted mainly of establishing the effects of the variations in temperature and cable parameters and evaluating the stability. A sensor linearity of 0.04 in. was achieved over most of the sensor length. The sensor instability caused by vibration was 0.04 percent. The cryogenic performance data show a maximum instability of 0.19 percent at liquid hydrogen temperature; a theoretical calibration can be computed a within 1 percent. The signal conditioner evaluation showed that, with temperature compensation, all error sources typically contribute much less than 1 percent. An estimate of the accuracy achievable with the sensor and signal conditioner shows an rss estimate of 0.75 in. for liquid oxygen and 1.02 in. for liquid hydrogen. These are approximately four times better than the shuttle requirements. Comparison of continuous sensor and discrete sensor performance show the continuous sensor to be significantly better when there is surface activity due to sloshing, boiling, or other disturbances.